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ICC Model Mergers & Acquisitions Contract – Share Purchase
Model share purchase agreement for transferring a business or company through acquisition of the entire issued share capital of the business entity.
What are the main features of this model?
An international business transaction requires a precise and detailed underlying contract. However, it can be expensive and time-consuming to draft such a contract oneself. The ICC Model Mergers and Acquisitions Contract – Share Purchase responds to the market’s need for a reliable and equitable template, providing a set of clear and concise standard provisions relating to acquisition of issued share capital.
Mergers and acquisitions (M & A) agreements cover a variety of contracts to transfer businesses or companies. This model share purchase agreement is useful in situations where the entire issued share capital of a company or business is acquired by another.
This model is a valuable tool for parties and lawyers who are not specialized in M&A contracts and are looking for a template to help in drafting a basic and simple contract. It covers the most common issues involved while leaving enough flexibility for the parties to work out special situations for themselves. Issues addressed include:
- Pre-closing and post-closing undertakings
- Purchase price and closing
- The effect of material adverse changes
- Warranties and breach of warranties
- Indemnification, indemnification procedure, and limitation of liability
- Restrictive covenants
- Confidentiality
- Claims and dispute resolution
Many other issues (e.g. conditions that must be met before closing, documents to be provided at closing, et al) are covered in a set of useful annexes and schedules.
Get this model contract
ICC Model Mergers & Acquisitions Contract 1 – Share Purchase Agreement
M&A agreements cover a variety of contracts to transfer businesses or companies. This shared purchase agreement becomes especially useful in any situation where the entire issued share capital of a company or business is acquired by another.
Are there additional related ICC publications ?
To explore some of the issues related to this model, you may enjoy the following
ICC Model Contract Occasional Intermediary – Non-circumvention Non-disclosure (NCND)
The ICC Model Contract “Occasional Intermediary (Non-circumvention and Non-disclosure)” covers the most common varieties of international contracts to which an international intermediary is a party.
Drafting and Negotiating International Commercial Contracts – 3rd edition
With the increasing globalization of markets, more and more businesses draft cross-border contracts on a regular basis. This guide clarifies the issues surrounding international contracts and will help lawyers and business people avoid the most common pitfalls.
ICC Principles to Facilitate Commercial Negotiation
Directed at small, medium or large businesses across many sectors, the International Chamber of Commerce Principles to Facilitate Commercial Negotiation are a short set of principles to help negotiators conduct smooth and efficient commercial negotiations.
Notes from the Field – Negotiating around the World
This publication gives guidance on what to expect and how to prepare for parties that might have very diverse expectations and understanding of issues. It will help smoother negotiating processes and improve relationships between business partners.
ICC Model Confidentiality Agreement
The model confidentiality agreement and stand-alone model confidentiality clause help business people and lawyers by providing balanced, reliable models that can be used in transactions across sectors and borders,

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